NEWTOWN, CT -- (Marketwired) -- 07/18/17 -- Halitron, Inc. (the "Company," "Halitron") (OTC PINK: HAON), a holding company implementing a roll-up of sales, marketing, and manufacturing businesses and Life's Time Capsule Services, Inc. ("Life's Time Capsule,") (OTC PINK: LTCP), an online secure digital scrapbooking company, today announced that two brands owned by Halitron; Archival Photo Pages and Archival Museum Supplies, have been sold to Life's Time Capsule in a stock transaction valued at over $3.0M.
The objective of the transaction is to lever traditional scrapbooking assets with digital scrapbooking assets. Both businesses have been scaling up operations pending the completion of a capital raise and close of the Halitron / Life's Time Capsule transaction. Scaled up operations are expected to commence over the coming weeks.
Life's Time Capsule, an online secure digital scrapping booking service, issued 2,805,750 shares of restricted common stock and 80,000,000 shares of Preferred Stock C to Halitron as consideration for the two brands. Halitron currently intends to retain the shares of Preferred Stock C until around September 29, 2017, when the Company plans to distribute the preferred shares to its shareholders of record of Halitron as of September 29, 2017. The Company believes the value of the Preferred Stock C to be approximately $3M, or about $.0375 per share ($3,000,000 / approximately 80,000,000 shares outstanding = approximately $0.0375 per share). The Preferred Stock C has the right to a fixed dividend payment due in three years on July 18, 2020, in the amount of $0.0375, which shall be paid in the form of cash, assuming profitable, or Life's Time Capsule shares of common stock at the time of payment; the payment form is at the Company's discretion.
As previously reported, Management anticipates completing the audit shortly and preparing and filing a super Form 10-K with required disclosures dating back to 2008 shortly thereafter, at which time HAON will become a reporting Pink Sheet OTC Market company. After filing that report, Management intends to file the appropriate paperwork with FINRA sufficient for FINRA to announce the stock dividend discussed above with the following relevant anticipated dates:
For shareholders on record at the close of market on September 29, 2017.
Stock Dividend paid on October 27, 2017.
80,000,000 Preferred Stock C will be issued to the HAON shareholders at the following ratio:
3,102,303,373 HAON Total Shares Eligible for Stock Dividend as of July 18, 2017 *
80,000,000 LTCP Preferred Stock C
1 HAON -to- .02578 LTCP Preferred Stock C
Each holder of 1 share of HAON common stock owned at the close of business on September 29th, 2017 potentially receiving 0.02578 shares of LTCP Preferred Stock C.
For every one share of HAON common stock owned on September 29, 2017, approximately 0.02578 shares of LTCP Preferred Stock C will be issued to the holder of that share of HAON common stock. As an example, if an investor owned 1,000 shares of HAON common stock, that investor would receive 25.78 shares (1,000 x 0.02578), rounded up to 26 shares, of LTCP Preferred Stock C. The expected aggregate value of that shareholder's HAON common stock and preferred stock would therefore be as follows, based on the HAON close price on July 18, 2017, of $0.0004/ share:
1,000 HAON @ $0.0004 = $0.40
25.79 LTCP Preferred Stock C @ $0.0375 = $0.97
In the above example, the potential impact of such a stock dividend based on the above calculation would therefore be expected increase the inherent value of HAON common stock by a significant amount.
The above example and calculations are based on the current number of outstanding shares of common stock of the Company and the price per share of HAON common stock on July 18, 2017. Additional issuances of equity securities would be expected to materially affect the anticipated value changes associated with this transaction.
Halitron also received 2,805,750 shares of restricted common stock of LTCP. LTCP's common stock is not actively traded, and Management cannot accurately assess the value of those shares until a more liquid market develops.
Finally, Bernard Findley is the Chairman of the Board of Directors of both Halitron and Life's Time Capsule and this transaction is a related party transaction.
* Includes Outstanding Shares totaling 2,859,303,373 plus 243,000,000 HAON Preferred Stock B as of July 18, 2017.
About Halitron, Inc.
Halitron, Inc., a holding company, is focused on acquiring sales, marketing, and manufacturing businesses, and then rolling them into an efficient, low-cost operating infrastructure. The Company is structured with two Strategic Business Units; Sales & Marketing Division and a Manufacturing Division. Management targets operating entities that can either benefit from current operating infrastructure or operate autonomously and offer an additional product or service to scale existing operations. For more information on Halitron, Inc., please visit: www.halitroninc.com.
To learn more about our business model, please visit:
http://halitroninc.com/corporate-events/
Halitron is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933, nor an investment company pursuant to the Investment Company Act of 1940. Halitron is not an investment adviser pursuant to the Investment Advisers Act of 1940. Halitron is not registered with FINRA or SIPC.
About Life's Time Capsule Services, Inc.
Life's Time Capsule Services, Inc., is an innovative company positioned in the social media and online secure data storage space with unique services built to capture, preserve and share your digital legacy for present and future generations to add to and pass along for centuries to come.
Life's Time Capsule, Inc., offers Individual, Family and Entity Plans, which allow the opportunity to upload and safely store digital images, videos, voice recordings, personal journal entries and all document types from your desktop or mobile device. Your media is automatically kept private, but you may choose to share it with other social media platforms. Each customer is also assigned a personalized, yet customizable URL, which allows the sharing of your media to the audience of your choosing while keeping your remaining files private. To ensure a lifetime of safekeeping and sharing of your digital legacy, Life's Time Capsule Services, Inc., has partnered with Amazon to utilize its renowned cloud storage infrastructure. The mobile app, available in iTunes and Google Play stores, makes it convenient and easy to securely upload media stored on your phone for backup and sharing. It has both free and fee-based services to choose from during sign up.
To learn more about our business model, please visit:
www.lifestimecapsule.com
OTC Markets Ticker Symbol: LTCP
Safe Harbor Statement:
The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may," "will," "should," "plans," "expects," "anticipates," "continue," "estimate," "project," "intend," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, shortages in components, production delays due to performance quality issues with outsourced components, and various other factors beyond the Company's control. Halitron, Inc is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933, nor an investment company pursuant to the Investment Company Act of 1940. Halitron, Inc. is not an investment adviser pursuant to the Investment Advisers Act of 1940. Halitron, Inc. is not registered with FINRA or SIPC.
Contact:
Halitron Investor Relations
3 Simms Lane, Suite 2F, Newtown, CT 06470
1-877-710-9873
www.halitroninc.com
info@halitroninc.com
